Terms & Conditions

General terms and conditions Made in Mongolia B.V.

In its act as global agent for ADUU MAL LLC, Mongolia.

Article 1 General
In these conditions the following terms have the following meanings:
1. General terms and conditions: these general terms and conditions
2. Counter party: the party that orders ADUU MAL LLC direct or through it’s agent Made in Mongolia B.V. to manufacture and / or supply products or otherwise instructs ADUU MAL LLC 
3. ADUU MAL LLC: the private company, registered in Mongolia under number: KhK74101017 
4. Made in Mongolia B.V.: The private company, registered in The Netherlands under chamber of commerce number: 61205524 in its function as global agent of ADUU MAL LLC.

5. Agreement: the agreement to develop, produce, manufacture and supply leather or furs based on horse, cattle, goat, sheep, yak hides, and horse hair, yarn and fabrics from Mongolia, and / or semi-finished products or raw materials and / or other products or services in accordance with the quotation.
6. In writing: by letter, e-mail, fax or any other means of communication that, in view of the current state of the art, can be equated with views in society.

Article 2 Scope
1.
These general terms and conditions apply to all legal relationships between the Counter Party and ADUU MAL LLC direct or indirect thought its agent Made in Mongolia B.V. 
2.
The conditions also apply to all agreements with ADUU MAL LLC for the performance of which services from third parties must be involved.
3. The applicability of general terms and conditions or other conditions of the Counter Party is hereby expressly excluded.
4. If one or more provisions of these general terms and conditions are null and void or should be nullified, the other provisions of these general terms and conditions will remain fully applicable.
5. Deviations from the general terms and conditions are only valid if they are written in advance
agreed by ADUU MAL LLC direct or indirect through its agent Made in Mongolia B.V. and the Counter party.

6. These general terms and conditions can be changed or supplemented at any time. The amended general terms and conditions subsequently also apply to Agreements already concluded, subject to a period of one month after written notification off this change.
7. If ADUU MAL LLC or its agent Made in Mongolia B.V. has previously declared its general terms and conditions applicable to an agreement with the Counter party, the Counter party is deemed to be familiar with these General Terms and Conditions. The General Terms and Conditions also apply to future assignments.

Article 3 Offers and quotations
1.
All offers, quotations and rate lists are without obligation, unless a term for acceptance is stated in the offer. If a quotation contains an offer without obligation and this is accepted, ADUU MAL LLC the right to revoke this offer in any case within two working days after receipt of the acceptance.
2. Offers or quotations do not automatically apply to future assignments.
3. ADUU MAL LLC cannot be held to its quotations or offers if the Counter Party can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or error.
4. The prices stated in a quotation or offer are exclusive of VAT and other government levies, any costs to be incurred in the context of the agreement, including travel and accommodation, shipping and administration costs, unless stated otherwise.

5. A composite quotation does not obliges ADUU MAL LLC to perform part of the assignment against a corresponding part of the stated price.
6. Orders placed through representatives, agents and other official intermediaries of ADUU MAL LLC are carried out unless they are refused in writing or by telephone within a reasonable period of time.
7. If ADUU MAL LLC provides or shows an image, sample or model, this must be deemed to have been shown only as an indication without the matter having to correspond to it. This is different if it is expressly agreed that the case will correspond with this.

Article 4 Agreement
1.
The agreement between ADUU MAL LLC and the Counter party is established by a written confirmation of the content of the agreement by ADUU MAL LLC to the Counter party and the signature thereof by the Counter party.
2. The agreement is deemed, if the Counter Party has not (yet) signed the agreement, also to have been concluded if the actions of the Counter Party and / or ADUU MAL LLC it appears that the agreement is actually being implemented.
3. The delivery period, rate and further conditions of the assignment are agreed (and recorded) in the quotation.
4. If the acceptance (whether or not on minor points) deviates from the offer included in the quotation or offer, ADUU MAL LLC not bound by it. The agreement will not be concluded in accordance with this deviating acceptance, unless ADUU MAL LLC indicates otherwise.

5. Changes to an agreement once concluded are only effective as soon as and insofar as they have been agreed in writing or explicitly confirmed by ADUU MAL LLC 
6. If after the conclusion of the agreement, but before the time at which ADUU MAL LLC is delivered, the raw material prices, the value added tax (or any national or European tax whatsoever), the import tax, the import duties or any other duty, the wages or freight costs should increase, the Counter Party is still obliged to pay the addition amount that is involved in the aforementioned changes or one thereof.

Article 5 Provision of information
1.
The Counter Party will provide all data and documents which ADUU MAL LLC in its opinion is necessary for the correct execution of the assignment or of which the Counter Party should reasonably understand that they are necessary for the execution of the Agreement, in the desired form and in the desired manner.
2. The Counter Party guarantees the correctness, safety and reliability of the information and documents supplied to ADUU MAL LLC, even if they originate from third parties.

3. If and insofar as the Counter Party so requests, the documents made available will be returned to the Counter Party.
4. If the information required for the implementation of the Agreement is not, not timely or not properly provided to ADUU MAL LLC, ADUU MAL LLC has the right to suspend the performance of the Agreement and / or to charge the additional costs resulting from the delay to the Counter Party in accordance with the usual rates.

Article 6 Delivery
1.
ADUU MAL LLC makes realistic estimates of delivery times and makes every reasonable effort to respect these terms. However, it is possible that for reasons of its own it is necessary to deviate from the stated delivery time. Delivery times should therefore be considered an approximation.
2. If a term has been agreed or stated for the delivery of certain goods, this is never a strict deadline. If a term is exceeded, the Counter Party must inform ADUU MAL LLC therefore to give notice of default in writing. ADUU MAL LLC must be offered a reasonable period of time to still execute the agreement. If the Counter Party refuses to take delivery of the goods, the costs arising from this may be charged to the Counter Party; in addition, ADUU MAL LLC in that case has the right to terminate the agreement, without prejudice to his right to compensation. The Counter Party is not entitled to compensation if an (approximate) stated delivery period is exceeded. Neither does the seller have the right to terminate the agreement in that case.

3. Delivery takes place by delivery of goods "ex works” from factory in Mongolia and / or if specified storage abroad, unless otherwise agreed between the parties.

4. The risk of loss and damage to the goods passes from one Party to the other at the time of delivery. Transport from the factory and or storage to the desired destination is therefore at the expense and risk of the Counter Party. This also applies if the transport - at the request of the Counter Party - when be taken care of by ADUU MAL LLC.
5. ADUU MAL LLC is entitled to execute the agreement in parts and / or partially delivered
invoice goods separately unless agreed otherwise.
6. If the agreement is executed and / or delivered in phases, ADUU MAL LLC entitled to postpone the execution of those parts that belong to a subsequent phase until the Counter Party has approved and paid for the results of the preceding phase in writing.

7. If ADUU MAL LLC requires information from the Counter Party for the execution of the agreement, the term for completion or delivery commences till after the Counter Party has informed ADUU MAL LLC fully and correctly.

Article 7 Amendments to the Agreement
1.
If during the execution of the Agreement it appears that for a proper execution it is necessary to change or supplement the activities to be performed, the parties will adjust the Agreement accordingly in good time and in mutual consultation.
2. If the parties agree that the Agreement will be amended or supplemented, and the time of completion of the execution can be affected as a result, ADUU MAL LLC must inform the Counter Party of this as soon as possible.

3. If the amendment or addition to the agreement will have financial and / or qualitative consequences, ADUU MAL LLC informs the Counter Party of this in advance.
4. If a fixed fee has been agreed, ADUU MAL LLC indicates to what extent the amendment or addition to the Agreement will result in this fee being exceeded.

Article 8 Suspension
1.
ADUU MAL LLC is authorized to suspend the fulfillment of the obligations or to dissolve the Agreement if:

a. The Counter Party does not or not fully fulfills its obligations under the agreement;
b. The Counter party has been declared bankrupt, has been granted a moratorium on payments, whether or not temporarily, has been granted another similar arrangement or if it otherwise has full or partial free management or free disposal of its assets. lost, regardless of whether that condition is irrevocable;
c. The Counter Party has ceased to exist or has been dissolved.

2. If premature termination has taken place, ADUU MAL LLC thereby claiming payment for products delivered up to that point.

Article 9 Payment
1.
Payment by the Counter Party must be made, without deduction, discount or set-off, within fourteen (14) days after the invoice date or if indicated before shipment from the factory and / or storage of ADUU MAL LLC. Payment must be made in euros by means of transfer to the on the invoice indicated account. 
2. ADUU MAL LLC is entitled to execute the agreement in different phases and to invoice the part thus executed separately.
3. All reasonable judicial and extrajudicial (collection) costs incurred by ADUU MAL LLC as a result of the non-fulfillment by the Counter Party of its payment obligations, will be borne by the Counter Party. The extrajudicial costs are calculated on the basis of what is customary in Dutch collection practice, currently the calculation method according to the Decree on compensation for extrajudicial collection costs.

4. If the payment term is exceeded, the Counter Party will owe interest of 1% of the invoice amount for each month or part of the month by which the due date is exceeded, with a maximum of 12% per year.
5. If the Counter Party applies for a moratorium, is declared bankrupt or decides to wind up, ADUU MAL LLC has the right to terminate the agreement with immediate effect and to take back the delivered, unpaid products, without prejudice to the right to compensation. In that case, the Counter Party is obliged to grant access to the places where the products are located.

Article 10 Advance payment of security
ADUU MAL LLC is at all times entitled to demand payment in advance or security before proceeding with or continuing with the performance. If the Counter Party fails to make the required advance payment or security, the amount paid by ADUU MAL LLC resting duty under the agreement, without

prejudice to the right of ADUU MAL LLC compensation of damage, costs and interest by the Counter Party.

Article 11 Privacy
1.
The parties undertake to act mutually in accordance with legislation in the field of the protection of personal data. The parties act in accordance with the Policy rules for reporting data breaches of the Dutch Data Protection Authority, the GDPR and the GDPR Implementation Act to determine whether there is a data breach.
2. If a controller has become aware of a data breach, he must report this immediately, where possible within 72 hours, to the Dutch Data Protection Authority.
3. Parties take appropriate technical and organizational measures to protect personal data against loss or any form of unlawful processing.
4. The Counter Party is in consultation with ADUU MAL LLC is entitled to verify compliance with the protection of personal data during the term of the agreement by means of an independent expert. The Counter Party bears all costs in connection with this check.

5. ADUU MAL LLC can engage third parties (sub-processors) to carry out certain activities, for example if these Third Parties have specialist knowledge or resources that ADUU MAL LLC does not have. If the engagement of Third Parties results in the processing of Personal Data, ADUU MAL LLC make (written) agreements with those Third Parties about the security of personal data. By entering into an agreement with ADUU MAL LLC gives the Counter Party permission to engage the Third Parties.
6. ADUU MAL LLC is not liable for fines or claims if the Counter Party fails to fulfill its obligations under the legislation and regulations in the field of the protection of personal data.

Article 12 Intellectual property
1.
Unless otherwise agreed in writing, ADUU MAL LLC is owner of all intellectual property rights to the works developed by it for the Counter Party. The agreement therefore does not concern a transfer or license of an item to ADUU MAL LLC future property right.

2. In the event that a third party states that the use of the works is in conflict with the intellectual property right of that third party, the Counter Party will ADUU MAL LLC without delay.

3. The Counter Party is not allowed to use products from ADUU MAL LLC to imitate.

Article 13 Confidentiality
1.
Each party undertakes to observe secrecy towards third parties with regard to all confidential information and data originating from or relating to the Counter Party, insofar as this information and data have become known to the first-mentioned party in the context of the quotation or order. 

2. ADUU MAL LLC has the right to publicize the existence of the between ADUU MAL LLC in publications and interviews, etc. and other agreements concluded unless specifically in writing agreed otherwise.

Article 14 Complaints
1.
The Counter Party is obliged to inspect the delivered goods or have them inspected immediately at the moment that the goods are made available to him. In doing so, the Counter Party must investigate whether the quality of the delivered goods corresponds to what has been agreed and meets the requirements that the parties have agreed in this respect. Any visible defects must be reported to ADUU MAL LLC in writing immediately, but in any case no later than seven days after delivery. Any non-visible defects must be reported to ADUU MAL LLC in writing immediately, but in any case no later than fourteen days after discovery thereof. The report must contain a description of the defect that is as detailed as possible, so that ADUU MAL LLC is able to respond adequately. The Counter Party must provide ADUU MAL LLC to give the opportunity to investigate a complaint or have it investigated.
2. Complaints as referred to in the first paragraph do not suspend the Counter Party's payment obligation.

3. In the event of a justified complaint, ADUU MAL LLC the choice between adjusting the fee charged, improving or re-performing the rejected work free of charge or not performing the assignment (anymore) in whole or in part against a refund in proportion to the fee already paid by the Counter Party.
4. If a defect is reported later than stated in this article, the Counter Party will no longer be entitled to repair, replacement or refund.
5. If it is established that a complaint is unfounded, all costs arising as a result, including the investigation costs, will be borne by ADUU MAL LLC for the account of the Counter Party.
6. After expiry of the warranty period, all costs for repair or replacement, including administration, shipping and call-out costs, will be charged to the Counter Party.

Article 15 Guarantee
1.
ADUU MAL LLC provides a one-year warranty for the products delivered by it to ADUU MAL LLC from the day of invoicing to the Counter Party and the first user in case attributable defects arise during normal use. ADUU MAL LLC is not obliged to replace the product if ADUU MAL LLC can also recover the product. This is at the discretion of ADUU MAL LLC.
2. Any form of warranty will lapse if a defect has arisen as a result of or ensues from injudicious or improper use thereof, incorrect storage or maintenance thereof by the Counter Party and / or by third parties when, without written permission from ADUU MAL LLC, the Counter Party whether third parties have made changes or attempted to make changes to the item or if these were processed or processed in a manner other than the prescribed manner (including over-packaging in other packaging units then the original).  

The Counter Party is also not entitled to a warranty if the defect is caused by or is the result of circumstances in which ADUU MAL LLC cannot influence. The Counter Party must adhere to the maintenance instructions of ADUU MAL LLC If the Counter Party acts contrary to these instructions, any guarantee will also lapse.
3. Deviations in structure and / or color, etc. that are acceptable from a technical point of view in accordance with the usual, applicable standards and trade practice are not covered by the warranty.

Article 16 Liability
1.
ADUU MAL LLC will perform its work to the best of its ability, observing the care that can be expected from a supplier.
2. If an error is made because the Counter Party takes ADUU MAL LLC has provided incorrect or incomplete information, ADUU MAL LLC not liable for any damage caused by this. The Counter Party indemnifies ADUU MAL LLC for claims by third parties due to damage caused by the Counter Party to ADUU MAL LLC has provided incorrect or incomplete information, unless the Counter party demonstrates that the damage is not related to culpable acts or omissions on its part or is caused by intent or gross negligence on the part of ADUU MAL LLC.
3. ADUU MAL LLC is only liable for direct damage. It is never liable for indirect damage, including, but not limited to, trading loss, production loss, loss of turnover and / or profit, processing costs of ADUU MAL LLC delivered product, depreciation of products, missed savings and damage due to business interruption.

4. The liability for direct damage of ADUU MAL LLC due to attributable shortcoming in the fulfillment of an agreement only arises if Counter party informs ADUU MAL LLC  immediately and properly in writing, setting a reasonable term to remedy the shortcoming and when ADUU MAL LLC continues to fail imputably in the fulfillment of its obligations even after that period.

The notice of default must contain a description of the shortcoming that is as detailed as possible, so that ADUU MAL LLC is able to respond adequately.

5. If the Counter party demonstrates that he / she has suffered damage due to an error by ADUU MAL LLC, ADUU MAL LLC is only liable for damage resulting from an attributable shortcoming up to a maximum of the amount of the invoice. The liability of ADUU MAL LLC is in any case always limited to the amount that the insurer of ADUU MAL LLC finds applicable, to be increased by the amount deductible to ADUU MAL LLC
6. If ADUU MAL LLC has received an assignment together with one or more other contractors from the Counter Party, each of the contractors is liable for a shortcoming in the (partial) work performed by him.

Article 17 Force majeure
1.
ADUU MAL LLC is not obliged to fulfill any obligation towards the Counter Party if he is prevented from doing so as a result of a circumstance that cannot be attributed to his fault.
2. With regard to ADUU MAL LLC, Force Majeure in these terms and conditions means any circumstance, both foreseen and unforeseen, as a result of which compliance with the agreement by the Counter Party can no longer reasonably be expected, including but not limited to: war, sabotage, uprising, riots or other unrest, acts of a hostile state, transport failures , strikes, accidents, fire, explosion, storm and other natural disasters, epidemics, lack of labor, lack of fuel, technical defects, devaluation and inflation, as well as hindering government measures such as sudden increase in import duties and excise duties and/or taxes and delayed or delayed delivery by manufacturer/sub-processor. ADUU MAL LLC also has the right to invoke Force Majeure if the circumstance that prevents (further) fulfillment of the agreement occurs after ADUU MAL LLC should have honored his commitment.

3. ADUU MAL LLC during the period that the Force Majeure continues, the obligations under the
suspend agreement. If this period lasts longer than two months, then each of the parties is entitled to dissolve the agreement, without any obligation to pay compensation to the Counter Party.
4. If at the time of the commencement of Force Majeure, ADUU MAL’s obligations under the agreement has meanwhile been partially fulfilled or will be able to fulfill them, and the part that has been fulfilled or to be fulfilled respectively has independent value, ADUU MAL LLC is entitled to separately pay the part already fulfilled or to be fulfilled respectively. The Counter Party is obliged to pay this invoice as if it were a separate agreement.

Article 18 Retention of title
1.
All by ADUU MAL LLC Goods delivered under the agreement remain the property of ADUU MAL LLC until all claims that ADUU MAL LLC has or will obtain from the Counter Party, from whichever
therefore, have been paid in full, including any additional interest and costs.
2. If the Counter Party is in the fulfillment of its obligations towards ADUU MAL LLC fails or ADUU MAL LLC has good reason to fear that the Counter party will fail in those obligations, ADUU MAL LLC entitled to take back the goods delivered under retention of title. All by ADUU MAL LLC In that case and in that context costs to be incurred will be borne by the Counter Party.

3. If third parties seize the goods delivered under retention of title or wish to establish or assert rights thereon, the Counter Party is obliged to notify ADUU MAL LLC immediately.
4. In case ADUU MAL LLC wishes to exercise its property rights referred to in this article, the Counter Party gives unconditional and irrevocable permission in advance to ADUU MAL LLC and by ADUU MAL LLC to designate third parties to enter all those places where the properties of ADUU MAL LLC and to take back those items.

Article 19 Expiry period
Insofar as not determined otherwise in these general terms and conditions, rights of action and other powers of the Counter Party for whatever reason against ADUU MAL LLC expire in connection with the performance of work by ADUU  MAL LLC in any case after one year after the moment at 

which the Counter party became aware or could reasonably have become aware of the existence of these rights and powers.

Article 20 Penalty clause
If the Counter party violates article 12, 13 and / or 18, the Counter party will owe ADUU MAL LLC an immediately payable fine. of € 10,000.00 (in words: ten thousand euros)

to be increased by € 1,000.00 per violation per day for as long as the violation continues.

Article 21 Transferability
1.
The Counter Party is not permitted to exercise his / her rights and / or obligations arising from the with ADUU MAL LLC concluded agreement.

2. Transfer of rights and / or obligations is only possible after the Counter Party, informed ADUU MAL LLC of this and has obtained the express written consent of ADUU MAL LLC

Article 22 Applicable law; competent court
On all agreements between the Counter Party and ADUU MAL LLC to which these general terms and conditions apply, Dutch law applies.

ADUU MAL is a trade name of ADUU MAL LLC | 4-bag, darkhan Soum, Darkhan 45040 Darkhan | Mongolia Registration number KhK74101017 | Assigned global agent: Made in Mongolia B.V. Irene Boulevard 56, 2611 JS Delft, The Netherlands | Chamber of Commerce Registration: 61205524 

RSIN/VAT Number: 854252484B01 | Bank IBAN INGB0006 6845 74.

Made in Mongolia B.V. as the global agent of ADUU MAL LLC filed these general terms of conditions with the Chamber of Commerce in Woerden on February 10, 2021